XML 49 R24.htm IDEA: XBRL DOCUMENT v3.25.2
Stock Incentive Plans
12 Months Ended
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Stock Incentive Plans Stock Incentive Plans
The Company's 2023 Omnibus Stock Incentive Plan ("2023 SIP") provides for the granting of stock-based incentive awards in the form of nonqualified stock options, stock appreciation rights ("SARs"), restricted stock units ("RSUs") and restricted and unrestricted stock to officers and key employees of the Company. The aggregate number of shares of common stock authorized for issuance under the 2023 SIP is 11.3 million. At June 30, 2025, 7.2 million common stock shares were available for future issuance.
The Company also maintains a Global Employee Stock Purchase Plan ("ESPP"), which is offered in a limited number of international countries. The ESPP is intended to provide eligible employees with the opportunity to acquire interest in the Company's common shares for 90 percent of the fair market value per share. The maximum number of shares that may be issued under the ESPP is 10.0 million shares, of which approximately 9.9 million shares are still available for future issuance. Activity under this plan is not material.
We satisfy stock-based incentive award obligations by issuing shares of common stock out of treasury, which have been repurchased pursuant to our share repurchase program described in Note 14, or through the issuance of previously unissued common stock.
Total stock-based compensation expense and the related tax benefits were as follows:
202520242023
Stock-based compensation expense$159 $156 $143 
Income tax benefits$23 $20 $20 
At June 30, 2025, $142 million of total unrecognized compensation costs related to stock-incentive awards has yet to be recognized and will be amortized into expense over a weighted-average period of approximately 1.8 years. The Company also realized income tax benefits related to the exercise and issuance of awards for $54 million, $52 million and $33 million during 2025, 2024 and 2023, respectively.
SARs - SARs vest ratably over a three-year service period and expire ten years from the grant date. Upon exercise, SARs entitle the participant to receive shares of common stock equal to the increase in value of the award between the grant date and the exercise date.
The fair value of each SAR award granted in 2025, 2024 and 2023 was estimated at the date of grant using a Black-Scholes option pricing model.
202520242023
Weighted-average grant date fair value$205.79 $146.72 $97.70 
Assumptions:
Risk-free interest rate3.7 %4.4 %3.0 %
Expected life of award5.7 years5.5 years5.6 years
Expected dividend yield of stock1.1 %1.8 %1.8 %
Expected volatility of stock35.7 %39.0 %37.1 %
The risk-free interest rate was based on U.S. Treasury yields with a term similar to the expected life of the award. The expected life of the award was derived by referring to actual exercise and post-vesting employment termination experience. The expected dividend yield was based on the annual rate of dividends per share over the market value of the stock on the grant date. The expected volatility of stock was derived by referring to changes in our historical common stock prices over a time-frame similar to the expected life of the award.
SAR activity during 2025 is as follows:    
(Shares in thousands)Number of SharesWeighted-Average Exercise PriceWeighted-Average Remaining Contractual TermAggregate Intrinsic Value
Outstanding June 30, 20243,495 $238.15 
Granted347 $578.39 
Exercised(733)$180.74 
Canceled and forfeited(21)$445.30 
Outstanding June 30, 20253,088 $288.60 5.8 years$1,266 
Exercisable June 30, 20252,230 $226.33 4.9 years$1,053 
A summary of the status and changes of shares subject to SAR awards and the related average price per share follows:
(Shares in thousands)Number of
Shares
Weighted-Average Grant Date Fair Value
Nonvested June 30, 20241,050 $119.05 
Granted347 $205.79 
Vested(519)$109.06 
Canceled and forfeited(21)$155.39 
Nonvested June 30, 2025857 $159.29 
The total fair value of shares vested during 2025, 2024 and 2023 was $57 million, $45 million and $34 million, respectively. The total intrinsic value of SAR awards exercised during 2025, 2024 and 2023 was $340 million, $270 million and $158 million, respectively.
RSU & LTIP Awards - RSUs constitute an agreement to deliver shares of common stock to the participant at the end of a vesting period. Generally, the RSUs vest ratably over a three-year service period. For each nonvested RSU, recipients are entitled to receive a dividend equivalent, payable in cash or common shares, equal to the cash dividend per share paid to common shareholders.
We also granted RSUs with a one-year vesting period to non-employee members of the Board of Directors. Recipients receive a dividend equivalent payable in common shares, equal to the cash dividend per share paid to common shareholders.
The Company's Long Term Incentive Plans ("LTIP") provide for the issuance of unrestricted stock to certain officers and key employees based on the attainment of certain goals relating to our revenue growth, earnings per share growth and return on invested capital during a three-year performance period. The number of shares earned at the end of the performance period could vary, based on actual performance, between zero and 200 percent of the target LTIP awards granted. These nonvested LTIP awards entitle participants to earn dividend equivalent units, payable in common shares, equal to the cash dividend per share paid to common shareholders and are subject to the same performance goals as the initial award granted.
A summary of the status and changes of shares subject to RSU and LTIP awards for employees and the related average price per share follows:
RSULTIP Awards
(Shares in thousands)Number of
Shares
Weighted-Average Grant Date Fair ValueNumber of
Shares
Weighted-Average Grant Date Fair Value
Nonvested June 30, 2024182 $345.45 348 $350.75 
Granted(1)
60 $582.76 146 $465.01 
Vested(91)$329.00 (213)$313.89 
Canceled(5)$462.19 (6)$436.67 
Nonvested June 30, 2025146 $449.11 275 $438.35 
(1) LTIP awards granted includes an adjustment for actual performance achieved.
The fair value of each RSU and LTIP award granted in 2025, 2024 and 2023 was based on the fair market value of our common stock on the date of grant. A summary of the fair value information for awards vested and granted were as follows:
Fair Value of Awards VestedWeighted-Average Grant Date Fair Value
202520242023202520242023
RSU$30 $29 $32 $582.76 $401.86 $297.43 
LTIP awards$64 $45 $58 $465.01 $380.97 $301.64